Exhibit 10.49
MGP INGREDIENTS,
INC.
AGREEMENT AS TO AWARD OF
RESTRICTED SHARES
GRANTED UNDER THE STOCK INCENTIVE
PLAN OF 2004
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Date of Grant: June 11,
2009
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Time of Grant: 12:00 noon
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Restricted Shares
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In accordance with and subject to the terms and
restrictions set forth in the MGP Ingredients, Inc. Stock
Incentive Plan of 2004 (the “2004 Plan”) and this
Agreement, MGP INGREDIENTS, INC., a Kansas corporation (the
“Company”), hereby grants to the Participant named
below the number of Restricted Shares of Common Stock of the
Company as set forth below:
Participant: Newkirk, Timothy
W.
Number of Restricted Shares under the 2004
Plan: 36,000
NOW, THEREFORE, the Company and the Participant
hereby agree to the following terms and conditions:
1.
Issuance of Restricted
Shares . The shares
described above are being issued by the Company to the Participant
as Restricted Shares pursuant to the terms and provisions of the
2004 Plan and of the Guidelines for Issuance of Fiscal 2009
Restricted Share Awards (the “Guidelines”) adopted by
the Human Resources Committee of the Board of Directors of the
Company, true copies of which are attached hereto as Exhibits A and
B and incorporated herein by reference. Upon the execution of
this Agreement, the Company shall issue in the Participant’s
name the aggregate number of Restricted Shares described above,
subject to the provisions of the Guidelines requiring that such
certificate or certificates be held in the custody of the
Company.
2.
Vesting in Restricted
Shares . Subject to
the provisions of the Guidelines, Restricted Shares shall vest in
the Participant upon the Participant’s completion of five
(5) full years of employment with the Company commencing on
June 11, 2009. Except as provided in the Guidelines, the
Restricted Shares issued to the Participant shall be forfeited to
the Company if the Participant’s employment with the Company
is terminated prior to the end of the applicable Restriction
Period.
3.
Restric
